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Shiva Granito Export Ltd.

BSE: 540072 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE191V01015
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NSE 05:30 | 01 Jan Shiva Granito Export Ltd
OPEN 5.50
PREVIOUS CLOSE 5.50
VOLUME 10000
52-Week high 9.06
52-Week low 3.45
P/E 26.19
Mkt Cap.(Rs cr) 7
Buy Price 4.55
Buy Qty 10000.00
Sell Price 6.48
Sell Qty 10000.00
OPEN 5.50
CLOSE 5.50
VOLUME 10000
52-Week high 9.06
52-Week low 3.45
P/E 26.19
Mkt Cap.(Rs cr) 7
Buy Price 4.55
Buy Qty 10000.00
Sell Price 6.48
Sell Qty 10000.00

Shiva Granito Export Ltd. (SHIVAGRANITO) - Director Report

Company director report

Your Directors are pleased to present 3rd Annual Report on the business and operationsof your Company and the audited financial statement for the period ended 31st March 2018and Auditor's report thereon.

OPERATIONAL AND FINANCIAL RESULT

The Financial Result of the Company's for the period from 1st April 2017to 31st March2018 are as under:

(Rs. in Lacs)

Particulars Current

Year

Previous Year
Revenue from operation 2162.78 2067.14
Other income 6.36 7.28
Financial Cost 58.42 101.57
Depreciation and amortization expenses 130.62 154.87
Profit/Loss before exceptional and extraordinary items and tax 64.17 31.11
Exceptional Items 0 0
Profit/Loss before extraordinary items and tax 64.17 31.11
Extraordinary Items 0 0
Profit/Loss before tax 64.17 31.11
Tax Expenses :
1. Current Tax (12.22) (3.04)
2. Deferred Tax (18.27) 128.61
Profit /Loss from the period from continuing operations 33.68 156.68
Profit / Loss for the Period 33.68 156.68

COMPANY'S PERFORMANCE

During the year under review the Company's performance from the date of01.04.2017 to31.03.2018 recorded as Net Sales of the Company Rs. 2162.78 Lacs as against net sale ofRs. 2067.14 Lacs of previous year. The Company achieved the Net Profit ofRs. 64.17 Lacs asagainst net profit ofRs. 31.11 Lacs ofprevious year.

Management of the Company is committed to the growth and hopes to improve theperformance in coming years.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

DIVIDEND

Your Directors are still constrained not to recommend any dividend for the year keepingin view the need of funds for expansion and working capital.

TRANSFER TO RESERVE

The Company does not propose to transfer any amount to reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Structure of the Board of Directors and Key Managerial Personnel

The Board of Directors of the Company is formed in terms of the provisions of theCompanies Act 2013 and consist the following:

Directors & Key Managerial Personnel Designation
1. Shri Suresh Upadhyay Director
2. Shri Abhishek Upadhyay Managing Director
3. Shri T. S. Marvaha Additional Independent Director
4. Ms. Asha Upadhyay Director
5. Ms. RachnaUpadhyaya Director
6. Ms Meeta Raina Independent Director
7. Shri Abhinav Upadhyay Chief Financial Officer
8. Ms. Swati Maheshwari Company Secretary & Compliance Officer

During the year under review :-

I) Ms. Rachna Upadhyay was appointed as Woman Director of the Company w.e.f.29.09.2017.

II) Mr. Suresh Upadhyay who was appointed as the Whole Time Director of the Companyw.e.f. 01.01.2016 has resigned from the post w.e.f. 10.01.2018.The Board of Directors hasappointed Mr. Suresh Upadhyayagain as the Additional Director ofthe Company w.e.f.13.03.2018.

III) Mr.Vinod Kumar Jain who was appointed as the Independent Director of the Companyw.e.f. 01.01.2016 has resigned from the post w.e.f. 29.11.2017.

IV) The Board of Directors has appointed Mr. Tejendra Singh Marvaha as the AdditionalIndependent Director of the Company w.e.f. 13.03.2018.

(b) Retirement by Rotation

In accordance with the provisions of the Act Ms. Rachna Upadhyaya (DIN:07617468)Director of the Company retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for reappointment.

COMPOSITION OF BOARD

As on the date of this report the Board comprises following Directors;

Name of Director Designation Date of appointment Total Director ship

No. of Committee

No. of Shares held as on March 31 2018
In which Director is Member In which Director is Chairman
Mr.Suresh Upadhyay Additional Director 13.03. 2018 2 1 - 8622671
Mr.Abhishek Upadhyay Managing Director 01.01. 2016 2 - - 17329
Ms .AshaUpadhy ay Non - Executive Director 26.04. 2016 1 2 10
Ms. MeetaRaina Independent Director 26.04. 2016 1 2 1 -
Ms. Rachna Upadhyaya Director 29.09. 2017 1 10
Mr. Tejendre Singh Marvaha Additional Independent Director 13.03. 2018 1 1 2

In pursuance of Regulation 15( 2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is exempted from requirement of havingcomposition of Board as per Listing Regulations.However the composition of Board complieswith the requirements of the Companies Act 2013.

BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of theCompany regularly meets to discuss various Business opportunities. Additional BoardMeetings are convened as and when required to discuss and decide on various businesspolicies strategies and other businesses.

During the year under review the Board Of Directors of the Company met 6 (Six) timeson May 26 2017 September 22 2017 November 13 2017 December 08 2017 January 10 2018andMarch 13 2018 to discuss and approve various matters.

The details of attendance of each Director at the Board Meeting below;

Name of Director Mr. Suresh Upadhyay Mr. Abhishek Upadhyay Ms. AshaUpad hyay Ms. Meeta Raina Mr. Vinod Kumar Jain Ms. RachnaUp adhyaya Mr. Tejendra Singh Marvaha
No. of Board Meeting held 5 6 6 6 3 4 60
No. of Board Meeting attended 5 3 6 6 3 4 0

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

COMMITTEE OF BOARD

Board of Directors in line with the requirements of the Act has formed variouscommittees details of which are given hereunder.

AUDIT COMMITTEE

The Company has formed audit committee in line with the provision Section 177 of theCompanies Act 2013. Audit Committee is generally held for the purpose of recommending thehalf yearly and yearly financial results.Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of Committee. During the yearunder review Audit Committee met 4 (Four) times on May 26 2017 September 22 2017November 13 2017 and March 13 2018.

The Composition of the Committee and the details of meeting attended by its members aregiven below:

Nam Designation

Number of meeting during the financial year 2017-2018

Held Attended
Ms. Meeta Raina Chairman 4 4
Mr. SureshUpadhyay Member 3 3
Mr.Vinod Kumar Jain Member 3 3
Mr. Tejendra Singh Marvaha Member 0 0

B STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder's Relationship Committee mainly to focus on theredressal of shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Shares Certificates; Non receipt of Annual Report; etc.

The Composition of the Committee and the details of meeting attended by its members aregiven below:

Nam Designation

Number of meeting during the financial year 2017-2018(*)

Held Attended
Mr. Vinod Kumar Jain (01.04.2017 to 29.11.2017) Chairman - -
Mr. T S Marvaha (13.03.2018) to 31.03.2018) Chairman - -
Ms. Asha Upadhyay Member - -
Ms. Meeta Raina Member - -

(*) During the year the Company had not received any complaints from the Shareholdersso no meeting was held by the Stakeholder's Relationship Committee.

C NOMINATION & REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration Committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meeting are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removals.

During the year under review Audit Committee met 1 (One) time on August 16 2017.

Nam Designation

Number of meeting during the financial year 2017-2018(*)

Held Attended
Mr. Vinod Kumar Jain (01.04.2017 to 29.11.2017) Chairman 1 1
Mr. T S Marvaha (13.03.2018) to 31.03.2018) Chairman 0 0
Ms. Asha Upadhyay Member 1 1
Ms. Meeta Raina Member 1 1

REMUNERATION OF DIRECTORS

The details of remuneration paid during the financial year 2017-2018 to Directors ofthe Company is provided in Form MGT - 9 which is the part of this report.

STATUTORY AUDITORS

At the 1st Annual General Meeting held on December 30th 2016the members had appointed M/s Nenawati & Associates Chartered Accountants Udaipur asthe statutory auditors of the Company for a period of 5 years upto the conclusion of 6thAnnual General Meeting subject to ratifying the said appointment at every AGM. TheCompany has received a confirmation from M/s Nenawati & Associates CharteredAccountants Udaipur to the effect that their appointment if made at the ensuing AGMwould be in terms of Sections 139 and 141 of the Companies Act 2013 and rules made thereunder. The board proposes to the members to ratify the said appointment of M/s Nenawati& Associates Chartered Accountants.

AUDITOR'S REPORT

The observations made in the Auditor's report read together with the relevant notesthereon are self-explanatory and hence do not call for any further comments under section134 of the Companies Act2013.

SECRETARIALAUDITOR

The Board of Directors has appointed M/s. P. Talesara & Associates CompanySecretaries in Whole Time Practice to conduct Secretarial Audit under the provisions ofSection 204 of the Companies Act 2013. Secretarial Audit Report as provided by M/s. P.Talesara & Associates Company Secretaries in Whole Time Practice is annexed to thisReport as Annexure D.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS

There was no qualifications reservations or adverse remarks made by the StatutoryAuditors and the Practicing Company Secretary in their respective reports.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence as laid down in Section 149(6).

LOAN GUARANTEES OR INVESTMENT

The Company hasneithergiven any Loanunder Section 186 of the Companies Act 2013 norhas given any Guarantee and also not made any Investments falling within the perview ofSection 186 of the Companies Act 2013 during the Financial Year.

DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year underreview.

RELATED PARTY TRANSACTIONS

All the transactions with related parties have been entered on arm's length basis andin the ordinary course of the business. The Company has complied with all the applicableprovisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in this regards. There is no materially significant related partytransactions with Promoters Directors Key Managerial Personnel or other persons whichmay have a potential conflict with the interest of the Company at large.During the yearthe Company has not entered into any related party transactions under the section 188 ofthe Companies Act 2013.

There were no related party transaction during the year under review except in theordinary course of business and at the Arm's length basis. Form AOC-2 as prescribed undersection 134(3)(h) of the Companies Act 2013 is enclosed as Annexure 'A'.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Rule 8(3) of the Companies (Accounts)Rules 2014 is enclosed as Annexure - 'B'.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (MGT - 9) of the Company is annexed herewith as Annexure 'C'to this Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the Company asat March 312018.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of section 177 (9) of the Companies Act2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has in place aVigil Mechanism/Whistle Blower Policy for Directors and employees to report genuineConcern.

RISK MANAGEMENT

The Company has devised proper system to identify the risks involved in the business ofthe company. There is system to mitigate the risk involved in the business of the companyusing the internal controls of the company and necessary steps to reduce the risk factorsinvolved in the business of the company were taken from time to time.

DETAILS OF SUBSIDIARY ASSOCIATE COMPANY

The Company does not have any subsidiary joint venture & associate company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.'

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 the Board of Directors of the Company hereby stateand confirmsthat:

(a) In the preparation of the Annual Accounts the applicable accounting Standards havebeen followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) They have prepared the Annual Accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual harassment Policy in line with therequirements of Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013.The Company has set up an Internal Complaints Committee to redresscomplaints received regarding sexual harassment. No Complaints were received during theyear under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOFINANCIAL STATEMENTS

The Company is having adequate Internal Financial Control with reference to theFinancial Statements. ACKNOWLEDGEMENT

Directors wish to express their grateful appreciation for assistance and co-operationreceived from various Departments during the year under review. Your Directors also wishto place on record their appreciation for the committed services of all the associatesvendors of the Company.